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This concise handbook demystifies corporate document preparation for students as it introduces them to what business lawyers really do. Using representative legal documents, Kostant helps students learn document analysis and drafting by guiding them through the rules and explaining the reasons why provisions were prepared in a certain way. BUSINESS ORGANIZATIONS: Practical Applications of the Law gives students a powerful introduction To The crucial precondition of effective drafting-document analysis. To increase issue recognition and enhance problem-solving skills, The book covers the full range of business entities, including: general partnerships limited partnerships limited liability companies S and C corporations Throughout the book, students confront real-life issues, such as: problems of control and deadlock triggering events and valuation for transfer of ownership interests liability and indemnification potential risks and rewards By emphasizing these recurring themes, BUSINESS ORGANIZATIONS: Practical Applications of the Law prepares students for one of their first professional tasks-drafting documents. With its basic and realistic examples drawn from a host of different legal instruments, The book helps students: build on what they have already learned in their Business Organizations survey courses become comfortable with the critical and imaginative use of forms supplement their case analysis skills and focus on preventive law Help your students recognize, develop, and utilize the corporate lawyer's tools of the trade - adopt or recommend Kostant's BUSINESS ORGANIZATIONS: Practical Applications of the Law for your next course.

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• Acknowledgements
• Part I Some Basics for Business Practice
• Chapter 1 Comments on the Nature of Corporate Practice and Pointers for Effective Drafting
• A The Nature of Corporate Practice
• B Kostant's 14 Points for Corporate Practice
• C Pointers for Effective Drafting
• D Corporate Drafting and Document Analysis
• E Eight Rules for Good Drafting
• F Lawyer's Billing Time Sheet
• Part II Selection and Use of Appropriate Business Entities
• Chapter 2 The Sole Proprietorship
• Chapter 3 The General Partnership
• A Some Advantages
• B Some Disadvantages
• C The Necessity for a Written Partnership Agreement
• D How to Draft a Partnership Agreement
• E Collecting Against an Individual Partner from Partnership Property: The Partnership Charging Order
• Chapter 4 The Limited Partnership
• A Introduction
• B Limited Liability and Tax Treatment
• C Limited Partnerships as Tax Shelters
• Chapter 5 The Limited Liability Company
• A Limited Liability Companies
• B The Operating Agreement
• Chapter 6 Setting Up a Closely Held Corporation
• A Introduction
• B Practical Advantages of the Corporate Form
• C Corporate Tax Concerns for C Corporations
• D S Corporation Advantages
• E Difficulty of Qualifying for S Corporation Status
• F Corporate Charter Documents
• G Housekeeping Tasks for Setting Up the Corporation
• Chapter 7 Control Issues for Closely Held Corporation
• A Class Voting by Shareholders
• B Cumulative Voting by Shareholders
• C Supermajority Provisions
• D Employment Agreements
• E Voting Trusts
• F Shareholder Agreements
• G Buy-Sell Agreements and the Problem of Valuation of Stock
• Part III The Public Corporation
• Chapter 8 Securities Law Practice
• A Introduction
• B Exemptions from Registration
• C Public Offerings
• D Civil Liability Under the 1933 Act and Due Diligence
• E Compliance with the Securities Exchange Act of 1934
• F Section 16(b) Liability for Short-Swing Profits
• Chapter 9 Acquisitions
• A Mergers and Acquisitions
• B Anti-Takeover Defenses